Compensation and Remuneration Committee

Nomination Committee

Chairman:

Ms. Emily A. Abrera

Members:

Ms. Maurice P. Ligot

Mr. Ricardo R. Blanco

NOMINATION COMMITTEE CHARTER

ResponsibilitiesThe Nomination Committee shall have the following responsibilities:
1.1 To promulgate the guidelines or criteria to govern the conduct of nominations for the Board of Directors (or “Board”) and appointments requiring Board approval;
1.2 To pre-screen and shortlist all candidates nominated to become a member of the Board of Directors in accordance with the qualifications and disqualifications provided in the Manual of Corporate Governance;
1.3 In consultation with the executive or management committee/s, to re-define the role, duties and responsibilities of the Chief Executive Officer by integrating the dynamic requirements of the business as a going concern and future expansionary prospects within the realm of good corporate governance at all times;
1.4 To determine the limit, if any, on the number of directorships of a director in other corporate Boards; and
1.5 To exercise such functions and authorities as may from time to time be mandatorily prescribed by law, government regulation, or rule of the Philippine Stock Exchange, or as may be assigned by the Board of Directors.

CompositionThe Chairman and members of the Nomination Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than three (3) members, at least one (1) of whom must be an Independent Director.

QuorumIn all meetings of the Nomination Committee, a majority of the members, including at least one (1) Independent Director, must be present in order to constitute a quorum. A meeting of the Nomination Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Nomination Committee.

Frequency of MeetingsThe Nomination Committee will meet as often as it deems necessary, provided that it shall meet at least once a year. The Chairman or any member may call a meeting of the Committee.

NoticeNotice of a Committee meeting specifying the date, time and place of the meeting shall be sent by the Corporate Secretary or Assistant Corporate Secretary to each Committee member at least three (3) days before the meeting. Notice may, however, be waived by the Committee and/or any of its members either expressly or impliedly.

Conduct of Meetings6.1 The Committee Chairman shall preside over Committee meetings. In the absence of the Committee Chairman, the remaining members present shall elect one of their numbers to chair the meeting.
6.2 Only the Chairman and the members of the Nomination Committee are entitled to vote at any Committee meeting.
6.3 Committee meetings may be held via teleconference or video conference, subject to applicable laws and regulations on the matter.
6.4 Unless otherwise provided in this Charter or by resolution of the Nomination Committee, proceedings of the Nomination Committee shall be governed by the provisions of the Company By-Laws regulating the meetings and proceedings of directors.

Other Attendees7.1 The Corporate Secretary and/or Assistant Corporate Secretary shall act as Secretary of the Committee and record the minutes of all meetings unless otherwise determined by the Committee Chairman in consultation with the members of the Committee.
7.2 The Committee may invite any other director, officer, person or adviser to any Committee meeting as it may deem necessary, advisable or desirable.

Approval of Committee CharterThis Charter, as well as any material amendments hereto, shall be submitted to the Board of Directors for approval.

COMPENSATION & REMUNERATION COMMITTEE CHARTER

Responsibilities1.1 Establish a formal and transparent procedure for developing a policy on executive and employee remuneration consistent with the Corporation’s culture, strategy and control environment.1.2 Designate the amount of remuneration, which should be sufficient to be able to attract and retain the services of qualified and competent directors and officers.

1.3 Disallow any director to decide his or her own remuneration.

1.4 Establish an annual review system to monitor the Committee’s performance.

1.5 Oversee the disclosure of information regarding the direct and indirect remuneration of the members of the Board and Management.

1.6 To exercise such functions and authorities as may from time to time bemandatorily be prescribed by law, government regulation, or rule of the PhilippineStock Exchange, or as may be assigned by the Board of Directors.

CompositionThe members of the Compensation Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than three (3) members, at least one of whom must be an Independent Director.

QuorumIn all meetings of the Compensation Committee, a majority of the members, one of whom must be an Independent director, shall constitute a quorum. A meeting of the Compensation Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Compensation and Remuneration Committee.

Frequency of MeetingsThe Compensation Committee will meet as often as it deem necessary for the effective performance of their duties, provided that it meets at least once a year. The Chairman or any member may call a meeting of the Committee.

NoticeNotice of a Committee meeting specifying the date, time and meeting shall be sent by the Corporate Secretary of Assistant Corporate Secretary, at least three (3) days before the meeting. Notice may, however, be waived by the Committee and/or any of its members either expressly or impliedly.

Conduct of Meetings6.1 The Committee Chairman shall preside over Committee meetings. In the absence of the Committee Chairman, the remaining members present shall elect one of their numbers to chair the meeting.6.2 Only the Chairman and the members of the Nomination Committee are entitled to vote at any Committee meeting.

6.3 Committee meetings may be held via teleconference or videoconference, subject to applicable laws and regulations on the matter.

6.4 Unless otherwise provided in this Charter or by resolution of the Compensation Committee, proceedings of the Compensation Committee shall be governed by the provisions of the Company By-Laws regulating the meetings and proceedings of directors.

Other Attendees.7.1 The Committee may invite any other director, officer, person or adviser to any Committee meeting as it may deem necessary, advisable or desirable.7.2 The Company’s Corporate Secretary or Assistant Corporate Secretary shall act as the secretary of the Compensation Committee unless otherwise determined by the Committee Chairman in consultation with the members of the Committee.

Engagement of ConsultantThe Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors to assist the Committee in executing its responsibilities, and shall have authority to approve the consultant’s fees and other retention terms.

CompensationFor their service in the Committee, members of the Committee shall receive a reasonable per diem allowance for his attendance at each meeting of the Committee and in such amount as the Board of Directors, in its sole discretion, may determine. Other than the per diem, the members are not entitled to any other compensation.

Approval of CharterThis Charter, as well as amendments thereto, shall be submitted to the Board of Directors for approval.